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Propelio Academy

Terms of Service

These terms of service (“Terms”) are between you and Propelio Academy, a separate series of Real Softworks, LLC, a Texas series limited liability company (“us” or “we”). Your access to the Propelio Academy Website and any of the content provided thereon or otherwise provided by us (collectively, the “Website” or “Program”) is conditioned upon and in consideration of your acceptance of these Terms, and by accessing or using the Website, you are expressly agreeing to be bound by the Terms. If you do not agree with these Terms, you may not access the Website.

Account Information.

You agree and hereby represent that any information provided by you in creating, updating, or maintaining an account on the Website is complete and accurate. You are responsible for safeguarding your account information including your password and the password of any accounts used, now or in the future, for accessing or changing your password, e.g., your email address or telephone number. You agree to notify us immediately if you become aware of any unauthorized use of your account.

Educational Purpose.

The Website and the content, information, applications, code, and/or other data provided thereon is provided as-is with no guarantees or representations as to accuracy, usefulness, security, safety, or legality. You agree that you are using the Website at your own risk. The information provided on the Website is for educational purposes only, and you agree and hereby represent that nothing provided on the Website, even if provided by credentialed professionals, constitutes legal, accounting, tax, or other professional advice. You agree to consult with your own local, professional advisors before embarking on any investment or business venture.

Relationship of the Parties.

Nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or any other users of the Website. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement or expression, written, verbal, or otherwise, that contradicts or may contradict anything in this section.

Intellectual Property.

We retain any and all rights and/or license to any and all of its intellectual property, including but not limited to copyrights, trademarks, service marks, trade names, and trade dress. You agree not to use or display any of our intellectual property, including without limitation our name, logo, trademarks, service marks, copyrighted material, or the name, image, or likeness of any of our employees, directors, or affiliates.

Confidential Information.

In connection with the Website, we may disclose certain Confidential Information (as hereinafter defined) that we desire to be used only for the limited purpose for which disclosed. As used in these Terms, “Confidential Information” means information not known to the public, including contacts, contracts, documents, transaction platforms, strategies, etc., whether of a technical, business, or other nature, and that should reasonably have been understood by you, because of the circumstances of disclosure or the nature of the information itself, to be proprietary and/or confidential. Confidential Information includes the substance of our communications and all third-party information that we are obligated to keep confidential. Confidential Information may be disclosed in written or other tangible form (including information in computer software or held in electronic storage media) or by oral, visual, or other means.

Use of Confidential Information.

Except as expressly provided in these Terms, you will not disclose our Confidential Information to anyone without our prior written consent. You will not use, or permit others to use, Confidential Information for any purpose other than pursuant to and for the Program. You will protect such Confidential Information from disclosure to others, using the same degree of care used to protect your own confidential or proprietary information of like importance, but, in any case, using no less than a reasonable degree of care. You will not reverse-engineer, decompile, or disassemble any intellectual property provided or disclosed to you and will not remove, overprint, or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of Confidential Information you obtain from us.

Disclosures Required by Law.

You may disclose Confidential Information to the extent required by law or court order. However, where permitted by law, you will give us prompt notice of such disclosure to allow us a reasonable opportunity to obtain a protective order and will provide us reasonable assistance (at our expense) in seeking such a protective order.

Ownership of Confidential Information.

All Confidential Information disclosed under these Terms (including information held in electronic storage media) will remain our exclusive property, and you will have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. No patent, copyright, trademark, or other proprietary right is licensed, granted, or otherwise conveyed by these Terms with respect to Confidential Information or other information.

Return of Confidential Information.

Unless legally required to maintain, you will promptly return or destroy the portions of all tangible and intangible material embodying Confidential Information (in any form including electronic media or records containing or derived from Confidential Information) upon written request. At our option, you will provide written certification of your compliance with this Section.

Non-Circumvention.

You agree not to attempt to access any content provided on the Website by any means other than through the account you create on the Website. You further agree and acknowledge that our business may involve, among other things, introducing or referring users such as you to third-parties, and we may receive compensation for such introductions. Such introductions will be construed as Confidential Information. In consideration of the foregoing, you hereby irrevocably agree that you will not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid, or by-pass us in any transactions between the you and a third-party to whom we introduce you, or to obviate or interfere with the relationship of us and any third-party.

Third-Party Content.

The Website may contain links or directions for accessing third-party websites, applications, software, products, or services (collectively, “Third-Party Material”) that are not owned or operated by us. We have no control over, and assume no responsibility for, the content, privacy policies, functionality, terms of service, or practices of Third-Party Material. You agree that we will not be liable, directly or indirectly, for any costs or damages suffered because of or in connection with your use of Third-Party Material, even if directed there by us or by the Website.

Injunctive Relief.

You acknowledge that Confidential Information is unique and valuable, and that disclosure or use of Confidential Information and other violations of these Terms could cause irreparable harm to us for which monetary damages may be difficult to ascertain or be an inadequate remedy. Therefore, you and we agree that in the event of a breach or threatened breach of these Terms, we will be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief will be in addition to and not in lieu of any appropriate relief in the way of monetary damages. Additionally, we may seek equitable relief in addition to and not in lieu of any monetary damages for any breach or threatened breach by you of your confidentiality, non-circumvention, and any other obligation contained herein.

Indemnification.

You hereby agrees to indemnify, defend, and hold us harmless, including our directors, officers, stakeholders, and affiliates, against any and all suits, claims, demands, damages, liabilities, losses investigations, proceedings, whether judicial, administrative, or through arbitration, relating to or arising out of these Terms or the Program, including litigation fees, filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limitation of Liability.

We will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill) arising in connection with these Terms, the Program, or activities taken by us at your request or on your behalf, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with these Terms, the Program, and the aforementioned activities will not exceed the total fees paid by you under these Terms in the six months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

Disclaimer.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PROGRAM OR ITS BENEFITS, INCLUDING ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAKE NO REPRESENTATION THAT YOU WILL REALIZE ANY PARTICULAR RETURN OR PROFIT. THE ACTIVITIES TAUGHT BY US SHOULD BE CONSIDERED HIGHLY SPECULATIVE, AND THERE IS A LIKELIHOOD THAT YOU WILL LOSE MONEY ATTEMPTING TO CARRY OUT THE TECHNIQUES AND METHODS TAUGHT BY US. WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE VALUE, STABILITY, OR LEGALITY OF THE CONTENT PROVIDED BY US. WE MAY DISCONTINUE THE PROGRAM, OR MAY CHANGE THE NATURE, SCOPE, OR OPERATION OF IT AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE PROGRAM WILL CONTINUE TO BE PROVIDED OR WILL OPERATE AS DESCRIBED, CONSISTENTLY, OR IN ANY PARTICULAR MANNER. WE WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OF ANY OTHER USER OR ANY THIRD PARTY. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (1) ANY LOSS OF PROSPECTIVE PROFITS, REVENUE, OR OTHER BENEFITS, (2) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR YOUR PARTICIPATION IN THE PROGRAM, OR (3) ANY TERMINATION OF THESE TERMS OR YOUR PARTICIPATION IN THE PROGRAM.

Cumulative Obligations.

Each party’s obligations hereunder are in addition to, and not exclusive of, any and all of its other obligations and duties to the other party, whether express or implied, in fact or in law.

Entire Agreement.

These Terms, including the preambles and recitals, which are incorporated herein by reference, constitute the entire agreement between the parties with regard to the subject matter hereof and supersede any prior understanding or representation of any kind preceding the date these Terms were entered into. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of these Terms. You may not assign these Terms, by operation of law or otherwise, without our express, prior, written approval. These Terms will be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.

Construction.

The title and headings used in these Terms are for convenience only and will not be deemed to be a part of these Terms for purposes of construction. Unless the context requires otherwise, words denoting the singular may be construed as plural and vice versa. Words of one gender may be construed as denoting another gender or no gender as is appropriate within such context. The word “or” when used in a list of more than two items may function as both a conjunction and a disjunction if the context permits.

Governing Law.

These Terms will be governed, construed, and enforced in accordance with the laws of the State of Texas without regard to its conflict of laws rules.

Dispute Resolution.

If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation, and after no fewer than three (3) failed mediations, may resort to binding arbitration, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party in any such arbitration will be entitled to reasonable attorneys’ fees and costs incurred in any such arbitration.

Nonwaiver.

Any failure by either party to enforce the other party’s strict performance of any provision of these Terms will not constitute a waiver of its right to subsequently enforce such provision or any other provision of these Terms.

Severability.

If any term of these Terms is to any extent deemed illegal, invalid, or incapable of being enforced, such term will be excluded to the extent of such invalidity or unenforceability; all other terms hereof will remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term will be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.